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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities and Exchange Act of 1934.
Date of Report (Date of earliest event reported): March 8, 1995
---------------
Bird Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts
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State or other jurisdiction of incorporation)
0-828 04-3082903
- ------------------------------------- --------------------------------------
(Commission File Number) (IRS Employer I.D. No.)
980 Washington St., Suite 120, Dedham, MA 02026-6714
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(Address of principal executive offices) (zip code)
(617) 461-1414
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 8, 1995, Bird Incorporated (the "Seller"), a wholly-owned
subsidiary of Bird Corporation (the "Registrant"), sold the assets of its vinyl
siding business to Bird Vinyl Products Limited, an affiliate of Jannock, Inc.
("Jannock"). The assets sold include a facility in Bardstown, Kentucky at
which the Seller has engaged in the production of vinyl siding, vinyl window
profiles, soffit, fascia and associated accessories. The purchase price
consisted of cash in the amount of $47.5 million and the assumption of
liabilities of the Seller associated with its vinyl siding business. The
purchase price is subject to adjustment downwards in the event working capital
related to the Seller's vinyl siding business at the date of the closing was
not at a specified level.
The Seller has also granted Jannock an option to purchase
Bird-Kensington Holding Corp., a wholly owned subsidiary of the Seller which
owns a 90% interest in Kensington Partners, a Pennsylvania general partnership
engaged in the manufacture and sale of vinyl replacement windows at its
facility in Leechburg, Pennsylvania. The option is exercisable within 30 days
following the date of the closing. The purchase price payable upon exercise of
such option will consist of up to $2.8 million in cash and the assumption of
certain liabilities related to such business.
The foregoing description of this transaction is qualified in its
entirety by reference to the Asset Purchase Agreement dated as of September 23,
1994, as amended, which is incorporated herein by reference as an Exhibit to
this Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro Forma Financial Information
Pro Forma Consolidated Statement of Operations for the Twelve Months
Ended December 31, 1993 (Unaudited)
Pro Forma Consolidated Statement of Operations for the Nine Months Ended
September 30, 1994 (Unaudited)
Pro Forma Consolidated Balance Sheet - September 30, 1994
(Unaudited)
Notes to Pro Forma Consolidated Financial Information
(Unaudited)
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(c) Exhibits
1. Asset Purchase Agreement dated as of September 23, 1994 among Bird
Corporation, Bird Incorporated, and Jannock, Inc., as amended.
(Filed as Exhibit B to the Registrant's proxy statement dated
February 12, 1995 for the special meeting of its stockholders to
be held on March 7, 1995 and incorporated herein by reference.)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
BIRD CORPORATION
(Registrant)
Date: March 21, 1995 By: /s/ Joseph M. Grigelevich, Jr.
------------------ ---------------------------------
Joseph M. Grigelevich, Jr.
Vice President, Finance
and Administration
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BIRD CORPORATION
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited balance sheet presents the financial position of Bird
Corporation (the "Company") as of September 30, 1994 assuming the sale of the
vinyl business assets to Jannock, Inc. had occurred on that date. In
addition, the unaudited statement of operations that precede the balance sheet
present the results of operations of Bird Corporation for the year ended
December 31, 1993 and the nine months ended September 30, 1994 assuming the
sale of the vinyl business assets to Jannock, Inc. had occurred immediately
prior to commencement of the statement of operations period.
The unaudited pro forma adjustments are based upon available information and
certain assumptions that management believes are reasonable in the
circumstances. The unaudited pro forma consolidated financial information
purports neither to represent what the Company's financial position or results
of operations would actually have been if the sale to Jannock had occurred on
January 1, 1993, or September 30, 1994 nor to project the Company's financial
position or results of operations for any future date or period.
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<TABLE>
BIRD CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<CAPTION>
Twelve Months Ended
December 31, 1993
---------------------------------------------------------------
Sale of Proposed Sale
Distribution of Combined Pro Forma
Historical Companies(1) Vinyl Business(2) as Adjusted
---------- ------------ ----------------- -----------
(000) Omitted (except share data)
<S> <C> <C> <C> <C>
Net Sales $187,745 $96,497 $43,836 $47,412
-------- ------- ------- -------
Costs and expenses:
Cost of sales 151,664 77,630 33,322 40,712
Selling, general and
administrative expense (3) 32,716 16,626 5,647 10,443
Net interest expense 2,472 1,406 1,066 0
Net discontinued business
activities 268 0 0 268
Equity losses from partnership 2,625 0 0 2,625
Other expense (4) 3,278 129 0 3,149
-------- ------- ------- -------
Total costs and expenses 193,023 95,791 40,035 57,197
-------- ------- ------- -------
Earnings (loss) from continuing operations
before income taxes (5,278) 706 3,801 (9,785)
Provision (benefit) for income taxes (5) (637) 0 0 (637)
-------- ------- ------- -------
Earnings (loss) from continuing operations ($4,641) $706 $3,801 ($9,148)
======= =======
Cumulative Preferred and Preference
dividends 1,536 1,536
Earnings (loss) from continuing operations -------- -------
applicable to common stock ($6,177) ($10,684)
======== =======
Earnings (loss) from continuing operations
per common share:(6)
Primary ($1.51) ($2.61)
Average number of shares used in primary
earnings per share computation 4,097,999 4,097,999
</TABLE>
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<TABLE>
BIRD CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<CAPTION>
Nine Months Ended
September 30, 1994
--------------------------------------------------------------
Sale of Proposed Sale
Distribution of Combined Pro Forma
Historical Companies(1) Vinyl Business(2) as Adjusted
---------- ------------ ----------------- -----------
(000) Omitted (except share data)
<S> <C> <C> <C> <C>
Net Sales $141,595 $65,891 $36,348 $39,356
-------- ------- ------- -------
Costs and expenses:
Cost of sales 114,813 53,205 27,783 33,825
Selling, general and
administrative expense (3) 22,371 11,020 4,455 6,896
Net interest expense 4,138 2,329 1,809 0
Net discontinued business
activities expense (1,416) (1,416)(7) 0 0
Equity losses from partnership 1,644 0 0 1,644
Other expense 1,619 94 0 1,525
--------- --------- ------- ---------
Total costs and expenses 143,169 65,232 34,047 43,890
--------- --------- ------- ---------
Earnings (loss) from continuing operations
before income taxes (1,574) 659 2,301 (4,534)
Provision (benefit) for income taxes (5) 0 0 0 0
--------- --------- ------- ---------
Earnings (loss) from continuing operations ($1,574) $659 $2,301 ($4,534)
========= =======
Cumulative Preferred and Preference
dividends 1,152 1,152
--------- ---------
Earnings (loss) from continuing operations
applicable to common stock ($2,726) ($5,686)
========= =========
Earnings (loss) from continuing operations
per common share:(6)
Primary ($0.67) ($1.40)
Average number of shares used in primary
earnings per share computation 4,051,050 4,051,050
</TABLE>
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<TABLE>
<CAPTION>
BIRD CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)
September 30, 1994
------------------------------------------------------------------------------------------
Sale of Proposed Sale
(000) Omitted (except share data) Distribution of Combined Pro Forma
Historical Adjustments Company (10) Vinyl Business(11) as Adjusted
---------- ----------- ------------- ------------------ -----------
<S> <C> <C> <C> <C> <C>
Assets
Current Assets:
Cash and equivalents $200 $0 $0 $18,888 (8) $19,088
Accounts and notes receivable 28,541 (908)(9) (653) (13,583) 13,397
Allowance for doubtful accounts (3,344) 208 (9) 126 697 (2,313)
Inventories 10,767 0 (1,804) (5,497) 3,466
Prepaid Expenses 2,632 (33)(9) (22) (1,103) 1,474
Receivable from sale of assets 1,996 0 (99) 0 1,897
Deferred income tax 170 0 0 0 170
------- ------ -------- -------- -------
Total current assets 40,962 (733) (2,452) (598) 37,179
------- ------ -------- -------- -------
Property, Plant and Equipment:
Land and land improvements 3,145 0 0 (174) 2,971
Buildings 11,437 0 (68) (4,805) 6,564
Machinery and equipment 29,686 0 (318) (10,677) 18,691
Construction in progress 4,480 0 0 (60) 4,420
------- ------ -------- -------- -------
48,748 0 (386) (15,716) 32,646
Less - Depreciation and amortization 23,390 0 (302) (10,192) 12,896
------- ------ -------- -------- -------
25,358 0 (84) (5,524) 19,750
------- ------ -------- -------- -------
Other investments 2,868 (96)(9) 0 0 2,772
Assets held for sale 7,500 0 0 0 7,500
Other assets 1,660 0 230 (211) 1,679
Deferred income tax 5,051 0 0 (3,600)(8) 1,451
------- ------ -------- -------- -------
$83,399 ($829) ($2,306) ($9,933) $70,331
======= ====== ======== ======== =======
</TABLE>
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<TABLE>
BIRD CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)
<CAPTION>
September 30, 1994
----------------------------------------------------------------------------
Sale of Proposed Sale
Distribution of Combined Pro Forma
(000) Omitted (except share data) Historical Adjustments Company (10) Vinyl Business(11) as Adjusted
---------- ----------- ------------ ------------------ -----------
<S> <C> <C> <C> <C> <C>
Liabilities and Stockholders' Equity
Current Liabilities:
Long-term debt, portion due within one year $666 $0 $0 ($296) (8) $370
Long-term debt in default, classified as current 28,158 0 (1,657) (26,113) (8) 388
Accounts payable and accrued expenses 16,392 1,655 (9) (553) (4,105) 13,389
Retirement plan contributions payable 384 0 0 (71) 313
Income taxes payable 452 (124)(9) 0 (1,200) (8) 1,528
Dividends Payable 0 0 0 0 0
Liquidation Reserve 2,777 (2,360)(9) 0 0 417
---------- ----------- --------- ----------- --------
Total current liabilities 48,829 (829) (2,210) (29,385) 16,405
---------- ----------- --------- ----------- --------
Long-term Debt, Portion Due After One Year 1,140 0 0 (61) (8) 1,079
---------- ----------- --------- ----------- --------
Other Liabilities 1,250 0 (146) 0 1,104
---------- ----------- --------- ----------- --------
Deferred Income Taxes 23 0 0 0 23
---------- ----------- --------- ----------- --------
Stockholders' Equity
Preferred and Preference stocks at par value 1,396 0 0 0 1,396
Common stock at par value 4,339 0 0 0 4,339
Other Stockholders' Equity (12) 26,422 0 50 19,513 (8) 45,985
---------- ----------- --------- ----------- --------
32,157 0 50 19,513 51,720
---------- ----------- --------- ----------- --------
$83,399 ($829) ($2,306) ($9,933) $70,331
========== =========== ========= =========== ========
</TABLE>
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BIRD CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (unaudited)
FOOTNOTES
---------
(1) Reflects the sale of the building materials distribution
business to Wm. Cameron & Co. ("Cameron") on August 22, 1994
including the pending sale of substantially all the assets of
Southland Building Products, Inc. ("Southland") to Cameron.
Proceeds from the sale were used to reduce the Company's
indebtedness under the Third Amended Credit Agreement between
the Company and The First National Bank of Boston, Philadelphia
National Bank, incorporated as Corestates, N.A. and The Bank of
Tokyo Trust Co. between the Company and The First National Bank
of Boston, Philadelphia National Bank, incorporated as
Corestates, N.A. and The Bank of Tokyo Trust Co. between the
Company and The First National Bank of Boston, Philadelphia
National Bank, incorporated as Corestates, N.A. and The Bank of
Tokyo Trust Co. by approximately $25 million. As of September
30, 1994, the revolving credit line commitment totaled
$25,825,000 and the total principal outstanding on the term
loan totaled $14,928,000. The interest rates on the revolving
credit line and the term loan under the Third Amended Credit
Agreement were 8.75% and 9.75%, respectively. Interest expense
was adjusted by $1.3 million and $2.3 for the twelve months
ended December 31, 1993 and the nine months ended September 30,
1994, respectively, to reflect the indebtedness reduced by such
proceeds. The pro forma results of operations for the period
ended September 30, 1994 do not include any interest income on
such proceeds or the gain on the sale of Southland. Such gain
amount is presented as an adjustment to retained earnings on
the pro forma consolidated balance sheet as of September 30,
1994.
(2) Reflects the results of operations relating to the sale of the
vinyl business (excluding Kensington) The proceeds were
applied to reduce the Company's indebtedness under the Loan and
Security Agreement dated November 30, 1994 with Shawmut Capital
Corporation (the "Loan Agreement"). As of November 30, 1994,
the revolving credit line commitment under the Loan Agreement
totaled $24 million and the total principal outstanding on the
term loans totaled $15 million. The interest rates on the
revolving credit line and the term loan under the Loan
Agreement were 9.5% and 9.75%, respectively. The anticipated
gain of $19.5 million attributable to the transaction is not
presented in the pro forma consolidated statements of
operations. Such gain amount is presented as an adjustment to
retained earnings on the pro forma consolidated balance sheet
as of September 30, 1994. Interest expense for the twelve
months ended December 31, 1993 and the nine months ended
September 30, 1994 was virtually eliminated as a result of
reducing the Company's indebtedness. No amount relating to
interest income on such proceeds is included in the pro forma
results presented.
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BIRD CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED)
FOOTNOTES
---------
(continued)
(3) SG&A expenses for the distribution businesses and the vinyl
business include historical allocations of corporate overhead
expenses amounting to $856,000 and $1,060,000, respectively,
for the year ended December 31, 1993, and $368,000 and
$703,000, respectively, for the nine months ended September 30,
1994. Such expenses represent the estimated reduction to be
realized in on-going corporate SG&A including payroll-related
costs for headcount reductions, facilities expenses and systems
support, due to the sales of these businesses.
(4) Represents certain non-recurring charges more fully described
in Note 8 to the 1993 consolidated financial statements of the
Company.
(5) The provision(benefit) for income taxes is based on the
Company's historical effective tax rate and results for the
nine months ended September 30, 1994 and recalculated based on
the results from continuing operations for the twelve months
ended December 31, 1993.
(6) The "historical" and "pro forma as adjusted" earnings(loss) per
share amounts have been determined after deducting the dividend
requirement for the Company's preferred and preference stock.
Earnings(loss) per share are based on the weighted average
number of common shares outstanding and exclude common stock
equivalents since they are anti-dilutive.
(7) Reflects an approximate $2.7 million gain on the sale of
substantially all of the Company's building material
distribution businesses and the loss of approximately $1.3
million on sale of the Company's interest in Mid-South Building
Supply, Inc. Historical results of operations for this
business were breakeven for the twelve months ended December
31, 1993 and the period ended September 30, 1994.
(8) Cash proceeds and the anticipated gain on the transaction have
been reduced by approximately $2.5 million representing
estimated legal costs, severance and financial advisor payments
and other expenses and costs associated with the sale and by
approximately $706,000 representing unamortized deferred debt
issuance costs. In addition, proceeds amounting to
approximately $27.6 million are reflected as a reduction in the
Company's indebtednesss. The anticipated gain, which is not
reflected on the pro forma consolidated statements of
operations, also reflects the tax effect of the transaction
and, accordingly, has been reduced by approximately $1.2
million and approximately $3.6 million for the estimated state
income taxes payable and deferred income taxes, respectively.
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BIRD CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED)
FOOTNOTES
---------
(continued)
The anticipated gain is subject to adjustment in accordance
with the Purchase Agreement dated as of September 23, 1994, as
amended, between the Company, Bird Incorporated and Jannock,
Inc.
Computation of cash proceeds and the gain on the sale are
presented below:
Computation of Net Cash Proceeds from Combined Sale Transaction
---------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Gross proceeds $47,500
Less:
Legal 210
Severance 1,500
Financial Advisor 790 2,500
------
Long-term debt in defaults,
classified as current 26,113 28,613
------- -------
Net proceeds $18,887
=======
</TABLE>
<TABLE>
Calculation of Gain on Sale Reflected in Pro forma Stockholders
---------------------------------------------------------------
Equity
------
<S> <C> <C>
Gross proceeds $47,500
Less:
Net book value of assets sold 19,981
Severance, legal, financial
advisor, etc. 2,500 22,481
------ -------
Gain on sale before taxes 25,019
Provision for income taxes 4,800
-------
20,219
Less unamortized debt issuance costs 706
Net gain on sale reflected as an -------
adjustment to stockholders equity $19,513
=======
<FN>
(9) In June 1994, the company and the Board of Directors agreed to
sell its share in Bird Environmental Gulf Coast, Inc. ("BEGCI")
the "off-site" environmental business, to the minority
shareholders resulting in a write-down of approximately $9
million to its net estimated realizable value of $7.5 million.
These adjustments reflect this decision and, accordingly, the
net estimated realizable value is shown in other assets as
"assets held for sale" on the September 30, 1994 pro forma
consolidated balance sheet. In addition, the assets and
liabilities of the entire environmental business segment have
been netted and are shown as "assets held for sale" for BEGCI
</TABLE>
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BIRD CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED)
FOOTNOTES
---------
(continued)
on the pro forma balance sheet. The remaining liquidation
reserve represents severance payments due former employees of
the environmental business.
(10) Reflects the sale of substantially all of the assets of
Southland to Cameron. This sale closed on November 28, 1994.
(11) Reflects the proposed sale of the vinyl business.
(12) Includes unearned compensation amounting to approximately
$300,000 at September 30, 1994 that will be recognized as a
reduction of the anticipated gain from the sale of the vinyl
business upon closing. However, there will be no impact on
total stockholders' equity. Such compensation relates to the
restricted stock under the Long Term Incentive Plan that will
become vested as a direct result of the sale.
12
